Each one in plain English, with the numbers worked through for a shareholder.
12 Jan 2010material agreement● NeutralMajor
The recapitalization agreement was amended and restated, changing only how the $29 million fee to NGP's affiliate ERH is paid. It is now paid in common units at the greater of $3.10 or 90% of a trailing 10-day average price, unless the Conflicts Committee chooses cash at least 20 days before the unitholder meeting. If units are issued they come before the rights offering record date, and NGP agrees to exercise the rights on them. The filing says other terms are not materially changed. This continues the December 2009 recapitalization thread, and the new formula could mean more units than $3.10 would have given.
Eagle Rock agreed to sell its fee mineral and royalty business (the Minerals Business) to Black Stone Minerals for $174.5 million cash. It also signed a recapitalization agreement with its controlling holder, Natural Gas Partners (NGP): a rights offering at $2.50 per right (each giving a common unit plus a two-year $6.00 warrant), elimination of the incentive distribution rights and subordinated units, a $29 million fee to NGP's affiliate ERH, and an option to buy the general partner for 1,000,000 units. Everything needs approval from the unaffiliated unitholders, and is conditioned on the minerals sale. This is a new thread and moves away from the upstream and minerals buildup of 2007-2008, with the Conflicts Committee approving it.
EAGLE ROCK HOLDINGS, L.P, EAGLE ROCK GP, L.L.C, MONTIERRA MINERALS & PRODUCTION, L.P, MONTIERRA MANAGEMENT LLC, NATURAL GAS PARTNERS VII, L.P, NATURAL GAS PARTNERS VIII, L.P, NGP INCOME MANAGEMENT, L.L.C, NGP-VII INCOME CO-INVESTMENT OPPORTUNITIES, L.P, NGP, KENNETH A. HERSH reported a EAGLE ROCK ENERGY PARTNERS L P shareholding of 12,310,046 shares (22.30% of votes) in a periodic institutional filing.
EAGLE ROCK HOLDINGS, L.P, EAGLE ROCK GP, L.L.C, MONTIERRA MINERALS & PRODUCTION, L.P, MONTIERRA MANAGEMENT LLC, NATURAL GAS PARTNERS VII, L.P, NATURAL GAS PARTNERS VIII, L.P, NGP INCOME MANAGEMENT, L.L.C, NGP-VII INCOME CO-INVESTMENT OPPORTUNITIES, L.P, NGP, KENNETH A. HERSH reported a EAGLE ROCK ENERGY PARTNERS L P shareholding of 12,310,046 shares (22.30% of votes) in a periodic institutional filing.
EAGLE ROCK HOLDINGS, L.P, EAGLE ROCK GP, L.L.C, MONTIERRA MINERALS & PRODUCTION, L.P, MONTIERRA MANAGEMENT LLC, NATURAL GAS PARTNERS VII, L.P, NATURAL GAS PARTNERS VIII, L.P, NGP INCOME MANAGEMENT, L.L.C, NGP-VII INCOME CO-INVESTMENT OPPORTUNITIES, L.P, NGP, KENNETH A. HERSH reported a EAGLE ROCK ENERGY PARTNERS L P shareholding of 12,310,046 shares (22.30% of votes) in a periodic institutional filing.
New Mountain Vantage GP, L.L.C, New Mountain Vantage, L.P, New Mountain Vantage Advisers, L.L.C, New Mountain Vantage HoldCo Ltd, Steven B. Klinsky reported a EAGLE ROCK ENERGY PARTNERS L P shareholding of 2,028,914 shares (3.70% of votes) in a periodic institutional filing.
New Mountain Vantage GP, L.L.C, New Mountain Vantage, L.P, New Mountain Vantage Advisers, L.L.C, New Mountain Vantage HoldCo Ltd, Steven B. Klinsky reported a EAGLE ROCK ENERGY PARTNERS L P shareholding of 4,302,100 shares (7.70% of votes) in a periodic institutional filing.
